Common use of Preemptive Right Clause in Contracts

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the other Participants shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.413.4, if a Participant desires to Transfer transfer all or any part of its interest in this Agreement, any Participating Interest, Interest or the Assetsan Affiliate desires to transfer control of a Participant, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.313.3. a) A 13.3.1 If a past or present Participant intending intends to Transfer transfer all or any part of its interest in this AgreementParticipating Interest or an Affiliate of either Participant intends to transfer Control of such Participant, any Participating Interest, the transferring Participant or the Assets Affiliate (“Transferring Entity”) shall promptly notify the other Participants Participant of its intentions. The notice Notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the Notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant shall have 45 thirty (30) days from the date such notice Notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the noticeNotice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice Notice of such election is delivered to the transferring ParticipantTransferring Entity. b) 13.3.2 If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)Subsection 13.3.1, the transferring Participant Transferring Entity shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants set forth in the notice Notice required in Section 15.3(a)Subsection 13.3.1. c) 13.3.3 If the transferring Participant Transferring Entity fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b)Subsection 13.3.2, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.313.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransaction, and shall be accompanied by a copy of the offer or contract for sale. Each If any portion of the consideration to be received is in nonmonetary form, including an exchange of property, a transfer of securities or an undertaking to act or refrain from acting, the notice shall describe such consideration and its monetary value, based on the fair market value of such nonmonetary consideration. The other Participants Participant shall have 45 60 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the noticenotice (or their monetary equivalent). If it does so elect, the Transfer transaction shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 180 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Subject to Section 15.46.3(c), if a Participant desires the Company hereby grants to Transfer the Class A Members and the Class B Members (other than any Defaulting Member) the right to purchase any New Securities that the Company or any of its subsidiaries may, from time to time, propose to sell and issue, pursuant to the terms of this Section 6.3 (the “Preemptive Right”). In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Class A Member and Class B Member written notice of its intention (the “New Securities Notice”), describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Class A Member and Class B Member shall have twenty (20) days after receipt of the New Securities Notice to agree to purchase all or any part a portion of its interest Pro Rata share of the New Securities at the price and upon the terms specified in this Agreement, the New Securities Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that any Participating Interest, Class A Member or Class B Member fails to exercise in part or in full the AssetsPreemptive Right within the twenty (20)-day period specified above, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets Board shall promptly notify the other Participants of its intentions. The notice shall state purchasing Members and the price and all other pertinent terms and conditions purchasing Members, Pro Rata or as they may otherwise agree, may purchase the remaining New Securities within thirty (30) days after receipt of the intended TransferNew Securities Notice. Each Member who elects to purchase any New Securities shall make payment therefor by wire transfer to the Company within thirty (30) days after receipt of the New Securities Notice, and each such payment shall be accompanied considered an additional Capital Contribution; provided, however, that if any Member has elected to purchase New Securities but fails to make payment therefor by a copy the thirtieth (30th) day following receipt of the offer or contract for sale. Each of New Securities Notice, the other Participants purchasing Members shall have 45 days from the date an additional ten (10) day period in which to purchase such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions unpurchased New Securities Pro Rata or as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participantthey may otherwise agree. b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or an Affiliate of either Participant intends to Transfer Control of such Participant (but not in the Assetsevent of a Transfer of Control of the publicly-traded company which is the direct or indirect parent of either Participant), the other Participants Participant shall have a preemptive right to acquire such interests the Participating Interest of the Participant intending to Transfer all or any of its Participating Interest or Control of which is being Transferred (the "Transferring Participant"), as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets a Participant whose Affiliate intends to Transfer Control of that Participant, shall promptly notify the other Participants Participant of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and if such intended Transfer is the result of an offer from a third party, shall be accompanied by a copy of the offer or contract for sale. Each If the intended Transfer is based upon a third party offer and if the consideration for the Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Participants Participant shall have 45 60 days from the date such notice is delivered (or, if the notice indicates that a Participant's Affiliate intends to Transfer Control of a Participant, 60 days from the date the fair market value of the Transferring Participant's Participating Interest is determined pursuant to Section 15.3(d)) to notify the transferring Transferring Participant whether it elects to acquire its proportionate share, based on its the Transferring Participant's Participating Interest, of the offered interest Interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant Transferring Entity shall have 90 60 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant Transferring Entity to the other Participants Participant in the notice required in Section 15.3(a), provided, however, that such Transfer shall be subject to (i) the prior written consent of the nontransferring Participant, which consent shall not be unreasonably withheld, and (ii) obtaining any consent required under the Lease or the Surface Use Agreement. (c) If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3. (d) If a Participant's Affiliate intends to Transfer Control of that Participant, the Participants acknowledge that the Preemptive Right provided for herein shall apply only to the Transferring Participant's Participating Interest and not to ownership or control of the Transferring Participant itself. In such an event, the Participants also agree that the Participating Interest of the Transferring Participant shall be offered to the other Participant at its then current fair market value. The Transferring Participant shall provide its determination as to the fair market value of its Participating Interest in the notice to the other Participant referred to in Section 15.3(a). If the other Participant disagrees with the Transferring Participant's calculation of the fair market value of its Participating Interest, then the fair market value will be determined by a qualified independent appraiser designated by the other Participant. If the Transferring Participant conveys notice of objection to the person so appointed within five (5) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the other Participant and a qualified independent appraiser appointed by the Transferring Participant; provided, however, that if the Transferring Participant fails to designate a qualified independent appraiser for such purpose within five (5) days after giving notice of such objection, then the person originally designated by the other Participant shall serve as the appraiser. The appraiser shall make a determination as to the fair market value of the Transferring Participant's Participating Interest not later than thirty (30) days after the effective date of his or her appointment. The fees and expenses of the appraiser shall be split equally between the Participants.

Preemptive Right. Except as otherwise provided in Section 15.415.04, if a Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.315.03. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 30 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a15.03(a), the transferring Participant shall have 90 120 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a)15.03(a) . (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b15.03(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.15.03

Preemptive Right. Except (a) If the Company proposes to issue any Membership Interests to any Person in a transaction or transactions other than the Membership Interests attributable to the Capital Contributions made or agreed to be made by the Members pursuant to Article 4 as otherwise provided in Section 15.4effect on the date hereof, if each Member (other than a Participant desires Defaulting Member or a Diluting Member) shall have the right to Transfer all purchase directly or through any part Affiliate such portion of its interest in this Agreement, any Participating such Membership Interests sufficient to maintain such Member’s then Percentage Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the other Participants shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered applied to the transferring Participantall Persons purchasing Membership Interests. (b) If either In the event of a proposed transaction or transactions, as the case may be, that would give rise to preemptive rights of the other Participants fails to so elect within the period provided for in Members under Section 15.3(a10.4(a), the transferring Participant Company shall have 90 days following provide notice (the expiration “Initial Notice”) to the Members no later than ten (10) Business Days prior to the expected consummation of such period transaction or transactions. Each Member shall provide notice of its election to consummate exercise such rights within five (5) Business Days after delivery of such Initial Notice from the Transfer Company (each Member electing to exercise its preemptive right in such instance is referred to as an “Exercising Member”). The failure of a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant Member to respond to the other Participants Initial Notice and affirmatively exercise its preemptive right in accordance with the notice required terms of this Agreement and the Initial Notice shall be deemed an election not to exercise its preemptive right in Section 15.3(a)connection with such proposed transaction or transactions. (c) If a Member shall elect not to exercise its respective preemptive right, then the transferring Participant fails Exercising Members shall have the right to consummate purchase additional Membership Interests (a “Subsequent Purchase”), from those securities as to which no such right was exercised, on a pro rata basis insofar as more than one such Exercising Member desires to so purchase additional securities. In the Transfer event of a situation described in the preceding sentence in which a Member elects not to exercise its respective preemptive right with respect to a third party within the period set forth in Section 15.3(b)proposed transaction or transactions, the Company shall provide notice (the “Subsequent Notice”) of such fact within three (3) Business Days following the receipt of all of the notices concerning such elections from the Members possessing such preemptive rights. Each Exercising Member shall respond to this Subsequent Notice by sending a response notice with respect thereto within three (3) Business Days after delivery of the Subsequent Notice. The failure of an Exercising Member to respond to such Subsequent Notice and affirmatively exercise its preemptive right in accordance with the terms of the other Participants in such offered interest this Agreement shall be deemed an election not to be revived. Any subsequent proposal to Transfer exercise its preemptive right in connection with such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Subsequent Purchase.

Preemptive Right. Except Any Transfer by either Party under Section 11.1 and any Transfer by an Affiliate of control of either Party shall be subject to a preemptive right of the other Party as otherwise provided in Section 15.4, if a Participant desires described below. 11.3.1 If either Party intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending an Affiliate of either Party intends to Transfer all or any part control of its interest in this Agreementsuch Party (“Transferring Entity”), any Participating Interest, or the Assets such Party shall promptly notify the other Participants Party of its intentionssuch intent. The notice Notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the Notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the non-monetary consideration and stated in terms of cash or currency). 11.3.2 The other Participants Party shall have 45 ninety (90) days from the date such notice Notice is delivered received to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the noticeNotice. If it does so elect, the Transfer acquisition by the other Party shall be consummated promptly after notice Notice of such election is delivered to the transferring Participantdelivered. b) 11.3.3 If either of the other Participants Party fails to so elect exercise its priority right to purchase within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 one hundred eighty (180) days following the expiration of such period to consummate the Transfer to a the third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) offered. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the other Party’s preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this subsection. 11.3.4 These procedures shall not apply to the (i) Transfer by either Party of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate or company consolidation or reorganization of a Party by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party; or corporate or company merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Party, (ii) subject to Subsection 11.2.6 of this Agreement, the grant by either Party of a security interest in its Participating Interest by Encumbrance, (iii) the creation by any Affiliate of either Party of an Encumbrance affecting its Control of such Party, (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Party upon distribution to it pursuant to this Agreement, or (v) failure of a Party’s Affiliate to comply with this Section 15.311, which shall be a breach by such Party of this Agreement.

Preemptive Right. Except as otherwise provided in Section 15.47.2, if at any time a Participant Party (the "Offeror") desires to Transfer sell, assign, or transfer all or any part of its interest in this AgreementAgreement and the Property (the "Sale Interest"), any Participating Interest, or the Assets, then the other Participants Party (each, an "Offeree") shall have a preemptive right to acquire such interests Sale Interest as provided in this Section 15.3.follows: (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets Offeror shall promptly notify the other Participants Offeree of its intentions. The notice Notice shall state the price in cash or cash equivalent in the form of marketable securities (the "Purchase Price") and all other pertinent terms and conditions of the intended Transfertransfer. The Purchase Price may be stated in whole or in part in the form of publicly marketable securities provided that the Offeror delivers together with its Notice given under this subsection 7.1(a) a certificate signed by a duly qualified and reputable securities analyst certifying as to the cash equivalent value of the publicly marketable securities on the date of such Notice. The Offeror need not have any offer in hand, and but if it does, then the Notice shall be accompanied by a copy of the offer or contract for sale. Each of the other Participants The Offeree shall have 45 fifteen (15) days from after the date such notice Notice is delivered to notify the transferring Participant Offeror whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest Sale Interest at the same price Purchase Price and on the same terms and conditions as set forth in the noticeNotice. If it does so electsuch an election is made, then the Transfer transfer shall be consummated promptly after notice Notice of such election is delivered to the transferring Participant.Offeror; (b) If either of if the other Participants Offeree elects not to acquire the offered Sale Interest or fails to so elect within the fifteen (15) day period provided for in Section 15.3(a)above, the transferring Participant Offeror shall have 90 ninety (90) days following the earlier of (i) the date of expiration of such the above mentioned fifteen (15) day period or (ii) the last date when the Offeree elected not to purchase the Sale Interest, to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price at least equal to the Purchase Price and on terms no less favourable to the Offeror than those offered by the transferring Participant Offeror to the other Participants Offeree in the notice Notice required in Section 15.3(a).herein; and (c) If if the transferring Participant Offeror fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b)said ninety (90) day period, then the preemptive right of the other Participants Offeree in such offered interest Sale Interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest Sale Interest shall be conducted in accordance with all of the procedures set forth in this Section 15.37.

Preemptive Right. Except as otherwise provided Each of the Parties having ownership of the Joint Venture hereby grants to the other Parties owning an interest in Section 15.4the Joint Venture the right of first refusal to acquire its respective percentage ownership of the Joint Venture on the terms hereof. In the event that any of the Parties (each, if a Participant desires “Selling Party”) receives an offer to Transfer purchase all or any part portion of its interest in this Agreementpercentage ownership of the Joint Venture (the “Offered Interests”), any Participating Interest, or then the Assets, the other Participants Selling Party shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly immediately notify the other Participants Parties in writing (the “Notice”) of its intentions. The notice shall state the price offer and all other pertinent disclose the terms and conditions thereof, including but not limited to the offered price (the “Offered Price”). The other Parties may, but shall not be obligated to, purchase its pro rata shares of the intended Transfer, and shall be accompanied by a copy Offered Interests at the Offered Price. Within 60 days of receipt of the offer or contract for sale. Each Notice (the “Expiration Date”), each of the other Participants Parties desiring to purchase its pro rata portion of the Offered Interests shall have 45 days from the date such notice is delivered to notify the transferring Participant whether it Selling Party of its intention to exercise this right of first refusal. If any of the Parties elects to acquire exercise its proportionate shareright of first refusal, based on its Participating Interest, of then the offered interest at closing shall occur not later than 90 days after the same price and on the same terms and conditions as set forth in the noticeExpiration Date. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.Parties elect to exercise the right of first refusal, the exercising Parties shall be entitled to purchase their pro rata portion of the non-exercising Parties. If none of the Parties elects to exercise its right of first refusal or all Parties fail to respond before the Expiration Date, then the Selling Party may sell the Offered Interests at the Offered Price to the offering third party. If such sale does not occur within 90 days after the Expiration Date, then the Selling Party must again offer the right of first refusal to all Parties prior to any sale. CHAPTER 15: AMENDMENT, ALTERATION AND TERMINATION OF THIS AGREEMENT

Preemptive Right. Except as otherwise provided in Section 15.4, if a ----------------- Participant desires to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.3. (a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the The other Participants Participant shall have 45 30 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after such notice of such election is delivered to the transferring Participant. (b) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 30 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant to the other Participants Participant in the notice required in Section 15.3(a). (c) If the transferring Participant fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b), the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3.

Preemptive Right. Except Any Transfer by either Participant under Section 16.1 and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant as otherwise provided in Section 15.4, if a described below. (a) If either Participant desires intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A an Affiliate of either Participant intending intends to Transfer all or any part Control of its interest in this Agreementsuch Participant (“Transferring Entity”), any Participating Interest, or the Assets such Participant shall promptly notify the other Participants Participant of its intentionssuch intent. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the non-monetary consideration and stated in terms of cash or currency). (b) The other Participants Participant shall have 45 ninety (90) days from the date such notice is delivered received to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the other Participant shall be consummated promptly after notice of such election is delivered to the transferring Participantdelivered. b(c) If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 one hundred eighty (180) days following the expiration of such period to consummate the Transfer to a the third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants in the notice required in Section 15.3(a). c) offered. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Subsection. (d) These procedures shall not apply to the following: (i) Transfer by either Participant of all or any part of its Participating Interest to an Affiliate; pursuant to an incorporation, or corporate consolidation or reorganization of a Participant by which the surviving entity shall possess substantially all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant; or corporate merger or amalgamation by which the surviving entity or amalgamated company shall possess all of the stock or all of the property rights and interests, and be subject to substantially all of the liabilities and obligations of that Participant. (ii) Subject to Subsection 16.2(g) of the Agreement, the grant by either Participant of a security interest in its Participating Interest by Encumbrance. (iii) the creation by any Affiliate of either Participant of an Encumbrance affecting its Control of such Participant. (iv) a sale or other commitment or disposition of Products or proceeds from sale of Products by either Participant upon distribution to it pursuant to Article XI of the Agreement. (e) Failure of a Participant’s Affiliate to comply with this Article XVI shall be a breach by such Participant of this Agreement.

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant If GRANTEE desires to Transfer transfer all or any part of its interest in under this Agreement, any Participating Interestor an Affiliate desires to transfer Control of GRANTEE, or the Assets, the other Participants GRANTOR shall have a preemptive right to acquire such interests as provided in this Section 15.3right. (a) A Participant intending If GRANTEE intends to Transfer transfer all or any part of its interest in under this Agreement, any Participating Interestor an Affiliate desires to transfer Control of GRANTEE, or the Assets GRANTEE shall promptly notify the other Participants GRANTOR of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the notice shall describe such consideration and its monetary fair market value in United States currency. GRANTOR shall have 45 thirty (30) days from the date such notice is delivered to notify the transferring Participant GRANTEE whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice of such election is delivered to the transferring ParticipantGRANTEE. (b) If either of the other Participants GRANTOR fails to so elect within the period provided for in Section 15.3(a), the transferring Participant 8.11(a) GRANTEE shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to GRANTEE than those offered by the transferring Participant to the other Participants set forth in the notice required in Section 15.3(a8.11(a). (c) If the transferring Participant GRANTEE fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b), 8.11(b) the preemptive right of the other Participants GRANTOR in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.38.11.

Preemptive Right. Except as otherwise provided in Section 15.413.4, if a Participant desires to Transfer transfer all or any part of its interest in this Agreement, Participating Interest or a past Participant desires to transfer all or any Participating Interestpart of a Net Smelter Return royalty, or the Assetsan Affiliate desires to transfer control of a Participant, the other Participants Participant shall have a preemptive right to acquire such interests as provided in this Section 15.313.3. a) A 13.3.1 If a past or present Participant intending intends to Transfer transfer all or any part of its interest in this Agreement, Participating Interest or any Participating InterestNet Smelter Return royalty, or an Affiliate of either Participant intends to transfer Control of such Participant, the Assets transferring Participant or Affiliate (“Transferring Entity”) shall promptly notify the other Participants Participant of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfertransfer, and shall be accompanied by a copy of the offer or contract for sale. Each of If the consideration for the intended transfer is, in whole or in part, other Participants than monetary, the notice shall describe such consideration and its monetary fair market value in United States currency. The other Participant shall have 45 thirty (30) days from the date such notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer transfer shall be consummated promptly promptly, but in no event more than thirty (30) days, after notice of such election is delivered to the transferring ParticipantTransferring Entity. b) 13.3.2 If either of the other Participants Participant fails to so elect within the period provided for in Section 15.3(a)Subsection 13.3.1 , the transferring Participant Transferring Entity shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant to the other Participants set forth in the notice required in Section 15.3(a)Subsection 13.3.1. c) 13.3.3 If the transferring Participant Transferring Entity fails to consummate the Transfer transfer to a third party within the period set forth in Section 15.3(b)Subsection 13.3.2, the preemptive right of the other Participants Participant in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.313.3.

Preemptive Right. Except as otherwise Any Transfer by either Member under Section 7.1 and any Transfer by an Affiliate in Control of either Member shall be subject to a preemptive right of the other Member to the extent provided in herein. Failure of a Member's Affiliate to comply with this Section 15.4, if shall be a Participant desires breach by such Member of this Agreement. If either Member intends to Transfer all or any part of its interest in this Agreement, any Participating Ownership Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending an Affiliate of either Member intends to Transfer all or any part Control of its interest in this Agreementsuch Member ("Transferring Entity"), any Participating Interest, or the Assets such Member shall promptly notify the other Participants Member of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or the contract for sale. Each If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). If the consideration for the intended transfer includes other Participants interests or properties other than the Ownership Interest or the Transfer of Control of a Member, then the notice shall separately allocate the consideration applicable to the Ownership Interest and/or the Transfer of Control of a Member. The other Member shall have 45 ten (10) days from the date such notice is delivered to notify the transferring Participant Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the other Member shall be consummated promptly after notice of such election is delivered to the transferring Participantdelivered. b(a) If either of the other Participants Member fails to so elect within the period provided for in Section 15.3(a)above, the transferring Participant Transferring Entity shall have 90 thirty (30) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant Transferring Entity to the other Participants Member in the notice required in Section 15.3(a)aforementioned notice. c(b) If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)above, the preemptive right of the other Participants Member in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Paragraph.

Preemptive Right. Except as If Silverado intends to sell, lease, grant, assign, encumber, pledge or otherwise provided in Section 15.4, if a Participant desires to Transfer commit or dispose of ("Transfer") all or any part of its interest in this Agreementany real property within the Silverado Adjacent Properties, any Participating Interest, or the Assets, the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets it shall promptly notify the other Participants PDUS of its intentions. The notice shall state the price and all other pertinent terms and conditions of by which Silverado would agree to consummate the intended Transfer, and if such intended Transfer is the result of an offer from a third party, shall be accompanied by a copy of the offer or contract for sale. Each If the intended Transfer is based upon a third-party offer and if the consideration for the Transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the other Participants nonmonetary consideration and stated in terms of cash or currency). PDUS shall have 45 30 days from the date such notice is delivered to notify the transferring Participant Silverado whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it PDUS does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) Silverado. If either of the other Participants PDUS fails to so elect within the thirty-day period provided for in Section 15.3(a)above, the transferring Participant Silverado shall have 90 days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable than those offered by the transferring Participant Silverado to the other Participants PDUS in the notice required in Section 15.3(a). c) notice. If the transferring Participant Silverado fails to consummate the Transfer to a third party within the ninety-day period set forth in Section 15.3(b)above, the preemptive right of the other Participants PDUS in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.311.2.

Preemptive Right. Except (a) The Company will not, and will not permit any of its Affiliates (as defined below) to, sell, pledge, encumber or otherwise provided in Section 15.4transfer any shares of Common Stock at a Cash Price (as defined below) below the then Current Market Value (as defined below) (the "Offer Price") of the Common Stock as of any date (the "Offer Date") without first giving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prior notice thereof (an "Offer Notice") and the opportunity to purchase a number of Additional Shares (the "Offered Additional Shares") at such Offer Price such that the Investment Percentage shall equal the quotient of: (i) the sum of (A) the number of Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ immediately prior to the Offer Date and (B) the Offered Additional Shares, divided by (ii) the sum of (without duplication) (X) the total number of outstanding shares of Common Stock immediately prior to the Offer Date, (Y) the number of shares of Common Stock so sold, pledged, encumbered or otherwise transferred and (Z) the Offered Additional Shares. The Offer Notice shall constitute an offer (the "Offer") by the Company to sell the Offered Securities to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Offer Price. (b) The Offer may be accepted within 60 days of receipt by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Offer Notice and, if a Participant desires to Transfer all or any part of its interest in this Agreementaccepted, any Participating Interest, the Offered Additional Shares shall be purchased within 60 days after such acceptance. If the Offer is not accepted or the AssetsOffered Additional Shares are not purchased as contemplated above, the other Participants shall have Company may sell the Offered Additional Shares to such prospective purchaser or transferee at a preemptive right price not less than the Offer Price. If the sale to acquire such interests prospective purchaser or transferee is not consummated as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets shall promptly notify the other Participants of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for sale. Each of the other Participants shall have contemplated above within 45 days from the date such notice is delivered to notify the transferring Participant whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant. b) If either of the other Participants fails to so elect within the period provided for in Section 15.3(a), the transferring Participant shall have 90 days following the expiration of the 60-day period or earlier irrevocable rejection of such period Offer or failure to consummate purchase the Transfer to a third party Offered Securities after acceptance of that interest in respect of which the Offer, no election has occurred at a price and on terms no less favourable than those offered sale may be made by the transferring Participant Company without again complying with this Section 9. Payment for any Additional Shares sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this Section 9 shall be made by wire transfer to the other Participants account of the Company in immediately available funds upon delivery of the notice required in Section 15.3(a)Additional Shares at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at such time on such date as shall be agreed to by the parties hereto. (c) If the transferring Participant fails consideration offered by the prospective purchaser or transferee includes non-cash consideration, the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall in good faith seek to consummate agree upon the Transfer value of such non-cash consideration. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company fail to agree on such value within 30 days following receipt by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Offer Notice, then the items in dispute shall be referred to a third party within nationally recognized investment banking firm selected jointly by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the period set forth in Section 15.3(b), Company. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the preemptive right Company shall share all expenses of the other Participants in such investment banking firm. The value of any securities offered interest as consideration shall be deemed to be revived. Any subsequent proposal to Transfer the then current market value of such interest securities determined on a fully diluted basis, and the value of any property other than securities shall be conducted the then current market value of such property. If a determination under this paragraph (c) is required, any date for acceptance of an Offer provided for in accordance with all paragraph (b) of the procedures set forth in this Section 15.39 shall be postponed until the second business day after the date of such determination. All determinations made pursuant to this paragraph (c) shall be final and binding on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company. (d) For purposes of this section:

Preemptive Right. Except as otherwise provided in Section 15.4, if a Participant desires If either party ("TRANSFERRING ENTITY") intends to Transfer all or any part of its interest in this Agreement, any Participating Interest, or the Assets, property in which the other Participants shall have a preemptive right to acquire such interests as provided in this Section 15.3. a) A Participant intending to Transfer all or any part of its party owns an interest in this Agreementhereunder, any Participating Interest, or the Assets it shall promptly notify the other Participants party ("NOTIFIED ENTITY") of its such intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, and shall be accompanied by a copy of the offer or contract for salesale or the proposed offer pursuant to which it would be willing to sell the interest that is the subject of such notice ("OFFERED INTEREST"). Each of The consideration for the other Participants intended transfer may only be monetary. The Notified Entity shall have 45 fourteen (14) days from the date its receipt of such notice is delivered to notify the transferring Participant Transferring Entity whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest Offered Interest at the same price and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer acquisition by the Notified Entity shall be consummated promptly after notice of such election is delivered to delivered. If the transferring Participant. b) If either of the other Participants Notified Entity fails to so elect within the period provided for in Section 15.3(a)said fourteen (14) day period, the transferring Participant Transferring Entity shall have 90 sixty (60) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable favorable to the Transferring Entity than those offered by the transferring Participant Transferring Entity to the other Participants Notified Entity in the notice required in Section 15.3(a). c) aforementioned notice. If the transferring Participant Transferring Entity fails to consummate the Transfer to a third party within the period set forth in Section 15.3(b)said 60 day period, the Notified Entity's preemptive right of the other Participants in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the procedures set forth in this Section 15.3Section.

Preemptive Right. (a) Except as otherwise provided in Section 15.4this Article XVI, if a Participant either Party desires to Transfer Transfer, directly or indirectly, all or any part of its interest in this Agreement, any Participating Interest, or the Assets, the other Participants Party shall have a preemptive right to acquire such interests as provided in this Section 15.316.3. a(b) A Participant If a Party (the "Transferring Party") is intending to Transfer all or any part of its interest in this Agreement, any Participating Interest, a Control Interest in itself or an Affiliate or the Assets Assets, it shall promptly notify the other Participants Party of its intentions. The notice shall state the price and all other pertinent terms and conditions of the intended Transfer, Transfer including the name of the proposed transferee and shall be accompanied by a copy of the an offer or contract for salesale to the other Party. Each If the consideration for the intended Transfer is, in whole or in part, other than cash, the notice shall describe such consideration and its cash equivalent (based upon the fair market value of the non cash consideration and stated in cash). The other Participants Party shall have 45 sixty (60) days from the date such notice is delivered to notify the transferring Participant Transferring Party whether it elects to acquire its proportionate share, based on its Participating Interest, of the offered interest at the same price (or its cash equivalent) and on the same terms and conditions as set forth in the notice. If it does so elect, the Transfer shall be consummated promptly after notice of such election is delivered to the transferring Participant.Transferring Party; b(c) If either of the other Participants Party fails to so elect within the period provided for in Section 15.3(aSubsection 16.3(b), the transferring Participant Transferring Party shall have 90 ninety (90) days following the expiration of such period to consummate the Transfer to a third party of that interest in respect of which no election has occurred at a price and on terms no less favourable than those offered by the transferring Participant Transferring Party to the other Participants Party in the notice required in Section 15.3(aSubsection 16.3(b).; c(d) If the transferring Participant Transferring Party fails to consummate the Transfer to a third party within the period set forth in Section 15.3(bSubsection 16.3(c), the preemptive right of the other Participants Party in such offered interest shall be deemed to be revived. Any subsequent proposal to Transfer such interest shall also be conducted in accordance with all of the procedures set forth in this Section 15.316.3.